Principle 9

The board of a charitable organization should meet regularly enough to conduct its business and fulfill its duties.

Regular meetings provide the chief venue for board members to review their organization’s financial situation and program activities, establish and monitor compliance with key organizational policies and procedures, and address issues that affect the organization’s ability to fulfill its charitable mission.

Charitable organizations should ensure that their governing documents satisfy legal requirements in establishing rules for board activities, such as quorum requirements and methods for notifying board members of forthcoming meetings. The board should establish and implement an attendance policy that requires its members to attend meetings regularly. Given the time and expense involved in traveling to meetings, some boards may choose to conduct their business through conference calls or forms of online communication that permit members to hear and be heard by all other participants. If state law allows such alternative meeting methods, the organization’s governing documents should specify types of board meetings and communications permitted.

Boards often form standing and ad-hoc committees and authorize them to handle assigned tasks between full board meetings. The organization’s governing documents should specify whether the board may create one or more such committees. In most states, the law prohibits boards from delegating certain responsibilities, such as dissolving the organization; electing or removing directors; and amending the organization’s governing documents. However, committees may investigate and make recommendations on any of these issues, subject to the full board’s consideration and decision.

Keeping clear, concise minutes of board and committee meetings is a critical form of organizational record-keeping. Minutes should accurately convey the decisions and actions taken at a meeting and provide sufficient documentation to address any future questions or challenges about how a particular decision was reached. Organizations must report on their IRS Form 990s whether they maintained minutes of meetings held and actions taken by the board and committees acting on behalf of the board.

Every board needs to establish a process to discuss its governance responsibilities without the CEO present, and then to communicate the results of such discussions to the CEO in a clear, timely manner. Most nonprofit boards include the chief staff officer and other senior staff in meetings to address key organizational business, and then conduct a part of the meeting in “executive session” with only specific staff or outside advisors invited by the board in attendance. The regular board meeting minutes should reflect when the board went into an executive session, the general purpose of the session, and any key actions or decisions made during that session. For example, the minutes might reflect that the board met in executive session to review the performance and compensation of the chief executive. The board should keep minutes of its executive sessions, including any specific decisions and actions it took regarding the compensation and performance of the chief executive, although those minutes do not have to be made available to non-board members. These minutes are usually kept by the secretary of the board.

While many charitable organization governing boards find it prudent to meet at least three times a year to fulfill basic governance and oversight responsibilities, some with strong committee structures, including organizations with widely dispersed board membership, hold only one or two meetings of the full board each year. Foundations that make grants only once per year may find that one annual meeting is sufficient.